APW LTD. By: /s/ Xxxxx Xxxxxxx -------------------------------------------- Xxxxx Xxxxxxx, Assistant Treasurer APW NORTH AMERICA, INC. By: /s/ Xxxxx Xxxxxxx -------------------------------------------- Xxxxx Xxxxxxx, Treasurer APW HOLDING DENMARK APS By: /s/ Xxxxxxx Xxxxxxx -------------------------------------------- Xxxxxxx Xxxxxxx DOMESTIC SUBSIDIARIES OF APW-NA: APW ENCLOSURE SYSTEMS, INC. APW-ERIE, INC. ASPEN MOTION TECHNOLOGIES INC. CAMBRIDGE AEROFLO, INC. ELECTRONIC SOLUTIONS HSP USA INC. INNOVATIVE METAL FABRICATION, INC. XXXXXX MIDWEST CORPORATION XXXXXX WEST INC. METAL ARTS MANUFACUTURING, INC. PRECISION FABRICATION TECHNOLOGIES, INC. RUBICON USA, INC. ZERO EAST DIVISION, ZERO CORPORATION ZERO ENCLOSURES, INC. ZERO INTERNATIONAL, INC. By: /s/ Xxxxx Xxxxxxx ---------------------------------------------- Xxxxx Xxxxxxx, Treasurer, Assistant Treasurer or Chief Financial Officer, as applicable APW ENCLOSURE SYSTEMS HOLDING, INC. By: /s/ Xxxxx Xxxxxxx ---------------------------------------------- Xxxxx Xxxxxxx, Treasurer APW ENCLOSURE SYSTEMS, LP By: APW ENCLOSURE SYSTEMS HOLDING, INC., its General Partner By: /s/ Xxxxx Xxxxxxx ---------------------------------------------- Xxxxx Xxxxxxx, Treasurer DOMESTIC SUBSIDIARIES OF PARENT: APW MAYVILLE, LLC APW XXXXXX LINE LLC ASPEN POWER SYSTEMS, LLC XXXX INDUSTRIES INC. VERO ELECTRONICS INC. By: /s/ Xxxxx Xxxxxxx ------------------------------------------- Xxxxx Xxxxxxx, Treasurer or Assistant Treasurer ADMINISTRATIVE AGENT: BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxxx X. Xxxxxxxx Title: Managing Director Signature page for the Security Agreement dated as of _______, 2001 among APW Ltd., APW North America, Inc., APW Holding Denmark APS, various other parties and Bank of America, National Association, as Administrative Agent for the Banks referred to herein. The undersigned is executing a counterpart hereof for purposes of becoming a party hereto (and attached to this signature page are supplements to the Schedules to the Security Agreement setting forth all relevant information with respect to the undersigned): [ADDITIONAL DEBTOR] By: Title:
APW LTD. By: ----------------------------- Title: EXHIBIT D THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). -------------- SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND AN OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION IS PROVIDED TO THE EXTENT REQUIRED IN A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND PROVISIONS OF A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANY, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY'S SECRETARY, A COPY OF SUCH AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO APPROPRIATELY INTERESTED PERSONS. APW LTD. SECOND TRANCHE WARRANT CERTIFICATE Dated as of December 13, 2001 Warrants to Purchase Common Shares ---------------------------------- APW Ltd., a Bermuda company (the "Company"), hereby certifies that, ------- for value received, _____________, or registered assigns (the "Holder"), is the ------ registered owner of ____________ Warrants (as adjusted from time to time as provided herein, the "Warrants"), each of which will entitle the registered -------- owner thereof to purchase one share, as adjusted from time to time as provided herein (each such share being a "Warrant Share" and all such shares being the ------------- "Warrant Shares"), of the common shares, par value $0.01 per share, of the -------------- Company, including the related preferred stock purchase rights associated with each of the common shares (the "Common Shares"), at the exercise price of ------------- U.S.$0.01 per share (as adjusted from time to time as provided herein, the "Exercise Price") during the period (the "Exercise Period") from and after -------------- --------------- October 1, 2002 (subject to acceleration as provided in Section 3(f)) (such ------------- date, the "Commencement Date") until May 15, 2006, all subject...
APW LTD. By: By: ----------------------------- --------------------------------- Name: Name: --------------------------- ------------------------------- Title: Vice President Title: President and Chief Executive Officer Attest: Attest: By: By: ----------------------------- --------------------------------- Name: Name: -------------------------- ------------------------------- Title: Assistant Secretary Title: Assistant Secretary Exhibit A [Form of Rights Certificate] Certificate No. R- Rights NOT EXERCISABLE AFTER ________, 2010 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS THE TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT. RIGHTS CERTIFICATE
APW LTD. This certifies that ____________________________or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of ______, ____ (the "RIGHTS AGREEMENT") between APW Ltd., a Bermuda corporation (the "COMPANY"), and Firstar Bank N.A. (the "RIGHTS AGENT"), unless notice of redemption shall have been previously given by the Company, to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (Central Standard time) on _________________ at the principal corporate trust office of the Rights Agent, or at the office of its successor as Rights Agent, one fully paid nonassessable share of the Common Stock, par value $.001 per share, of the Company (the "COMMON STOCK"), at a purchase price of $15.00 per share (the "PURCHASE PRICE") upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase duly executed. The Purchase Price may be paid by certified bank check or money order payable to the order of the Company. The number of Rights evidenced by this Rights Certificate (and the number of shares of Common Stock which may be purchased upon exercise thereof) and the Purchase Price set forth above have been determined as of ________, ____, based on the Common Stock of the Company as constituted at that date. As provided in the Rights Agreement, the Purchase Price and the number of shares of Common Stock or other securities, cash or other property which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Rights Certificate are or were formerly beneficially owned, on or after the earlier of the Separation Date and the Stock Acquisition Date, by an Acquiring Person or an Affiliate, Associate or direct or indirect transferee of an Acquiring Person, the Rights may become null and void and the holder of the Right (including any subsequent holder) shall not have any right with respect to the Right. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full desc...
APW LTD. By: /s/ Xxxxx Xxxxxxx ----------------------- Name: Xxxxx Xxxxxxx Title: Asst. Treasurer APW NORTH AMERICA, INC. By: /s/ Xxxxx Xxxxxxx ----------------------- Name: Xxxxx Xxxxxxx Title: Treasurer APW HOLDING DENMARK APS By: /s/ Xxxxxxx Xxxxxxx ----------------------- Name: Xxxxxxx Xxxxxxx By: /s/ Jesper Bilde ----------------------- Name: Jesper Bilde DOMESTIC SUBSIDIARIES OF BORROWER: APW ENCLOSURE SYSTEMS, INC. APW ENCLOSURE SYSTEMS HOLDING, INC. APW MAYVILLE LLC APW XXXXXX LINE LLC APW-ERIE, INC. ASPEN MOTION TECHNOLOGIES INC. ASPEN POWER SYSTEMS, LLC CAMBRIDGE AEROFLO, INC. XXXX INDUSTRIES INC. ELECTRONIC SOLUTIONS HSP USA INC. INNOVATIVE METAL FABRICATION, INC. XXXXXX MIDWEST CORPORATION XXXXXX WEST INC. METAL ARTS MANUFACTURING, INC. ZERO-EAST DIVISION, ZERO CORPORATION PRECISION FABRICATION TECHNOLOGIES, INC. RUBICON USA, INC. VERO ELECTRONICS INC. By: /s/ Xxxxx Xxxxxxx -------------------------------- Name: Xxxxx Xxxxxxx Title: Chief Financial Officer, Treasurer or Assistant Treasurer, as applicable APW ENCLOSURE SYSTEMS LP By: APW ENCLOSURE SYSTEMS HOLDING, INC., its General Partner By: /s/ Xxxxx Xxxxxxx -------------------------------- Name: Xxxxx Xxxxxxx Title: Treasurer ADMINISTRATIVE AGENT: BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent
APW LTD. By: /s/ Xxxxx Xxxxxxx ------------------------------ Title: Asst. Treasurer ------------------------ APW NORTH AMERICA, INC. By: /s/ Xxxxx Xxxxxxx ------------------------------ Title: Treasurer ------------------------ RUBICON USA, INC. By: /s/ Xxxxx Xxxxxxx ------------------------------ Title: Treasurer ------------------------ Signature page for the Pledge Agreement dated as of _____, 2001 among APW Ltd., APW North America, Inc., APW Holding Denmark APS, various other parties and Royal Bank of Scotland, as Agent and Security Trustee for itself and on behalf of National Westminster Bank, PLC. The undersigned is executing a counterpart hereof for purposes of becoming a party hereto (and attached to this signature page are supplements to the Schedules to the Pledge Agreement setting forth all relevant information with respect to the undersigned): [ADDITIONAL DEBTOR] By:_________________________________________ Title:___________________________________
APW LTD. By: --------------------------- Name: ------------------- Title: ------------------ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY as Warrant Agent By: --------------------------- Name: ------------------- Title: ------------------ [FORM OF REVERSE OF WARRANT CERTIFICATE]
APW LTD. The transfer of this Warrant Certificate and all rights hereunder is registrable by the registered holder hereof, in whole or in part, on the register of the Company upon surrender of this Warrant Certificate at the office or agency of the Company or the office of the Warrant Agent maintained for such purpose at 00 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Department, duly endorsed or accompanied by a written instrument of transfer duly executed and in form satisfactory to the Company and the Warrant Agent, by the registered holder hereof or his attorney duly authorized in writing and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer or registration thereof. Upon any partial transfer the Company will cause to be delivered to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. This Warrant Certificate may be exchanged at the office or agency of the Company or the office of the Warrant Agent maintained for such purpose at 00 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Department, for Warrant Certificates representing the same aggregate number of Warrants, each new Warrant Certificate to represent such number of Warrants as the holder hereof shall designate at the time of such exchange. Prior to the exercise of the Warrants represented hereby, the holder of this Warrant Certificate, as such, shall not be entitled to any rights of a stockholder of the Company, including, but not limited to, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive any notice of meetings of stockholders, and shall not be entitled to receive notice of any proceedings of the Company except as provided in the Warrant Agreement. Nothing contained herein shall be construed as imposing any liabilities upon the holder of this Warrant Certificate to purchase any securities or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise. This Warrant Certificate shall be void and all rights represented hereby shall cease unless exercised before 5:00 p.m., New York time on July 31, 2009, unless the exercise period is terminated earlier in accordance with the Warrant Agreement. This Warrant Certificate shall not be valid for any purpose until it shall have been manually countersigned by an authorized signatory ...
APW LTD. Covenants ------------------ $'000 7.6 a (i) EBITDARR Q301 Q401 Q102 Q202 Q302 Q402 Q103 Q203 Q303 ----------------------------------------------------------------------------------------- EBITDA (per Income Statement) (41,106) 19,501 34,338 32,791 49,287 59,219 GAAP Restructuring Expense 16,382 - - - - - ----------------------------------------------------------------------------------------- EBITDAR (24,724) 19,501 34,338 32,791 49,287 59,219 Non-GAAP Restructuring Expense 17,676 2,969 3,329 2,517 - - ----------------------------------------------------------------------------------------- EBITDARR (7,048) 22,470 37,667 35,308 49,287 59,219 1Q 2Q 3Q 4Q 4Q 4Q 4Q 4Q 4Q rolling Rolling Rolling Rolling Rolling Rolling Rolling Rolling Rolling ----------------------------------------------------------------------------------------- Rolling EBITDARR (7,048) 15,423 53,090 88,398 144,733 181,481 Total not Less Than (12,048) 5,423 38,090 73,398 129,733 166,481 166,481 166,481 166,481 ----------------------------------------------------------------------------------------- Specific amendment to 3Q 01: To include non-restructuring write-off of inventory ($13.0m), A/R ($2.1m), PP&E and Intangible Assets ($2.5m) totaling $17.6m. This will be specifically monitored.
APW LTD a Bermuda company limited by shares, whose registered office is at Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx XX 00, Bermuda (the "Company");
